HAUPPAUGE DIGITAL INC
8-K, 1996-06-03
COMPUTER PERIPHERAL EQUIPMENT, NEC
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                SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549

                             FORM 8-K

                          CURRENT REPORT



Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date earliest event reported) June 3, 1996
                                              ------------

                          HAUPPAUGE DIGITAL INC. 
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         (Exact name of registrant as specified in its charter)

              Delaware                    1-13550            11-3227864   
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     (State or other jurisdiction        (Commission      (IRS Employer
           of incorporation)             File Number)     Identification No.)

              91 Cabot Court, Hauppauge, New York            11788 
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        (Address of principal executive offices)             (Zip Code)

Registrant's telephone number, including area code (516) 434-1600
                                                   ---------------------------

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      (Former name or former address, if changed since last report.)

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<PAGE>
Item 5.   Other Events.

          On June 3, 1996 the Company called for redemption on July 5, 1996 all
          of its outstanding Class A Redeemable Warrants at a price of $.10 per
          Warrant in accordance with Article VI of the Warrant Agreement dated
          January 10, 1995 between the Company and North American Transfer Co.
          Each Warrant entitles the holder to purchase one share of the
          Company's Common Stock par value $.01 per share at $3.75 per share.
          In order to avoid redemption, the Warrants must be exercised by
          5:00 p.m. local time on July 5, 1996.  Warrants should be presented
          for exercise or redemption by timely delivery of the Warrant
          Certificates and payment of the exercise price (if exercised) to North
          American Transfer Co. at 147 West Merrick Road, Freeport, New York
          11520, Attention: Mildred Rostolder.

<PAGE>

<PAGE>
                            SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

Dated:    June 3, 1996

                                   HAUPPAUGE DIGITAL INC.


                                   By: /s/ KENNETH R. AUPPERLE
                                      ________________________________
                                        Kenneth R. Aupperle - President



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